f8k0808ex10iii_ea3megamedia.htm


     

    
      EXHIBIT A

      MEGA
MEDIA GROUP, INC.

      CONVERSION
NOTICE

       

      Reference
is made to the Convertible Note (the "Note") issued to the undersigned by MEGA
MEDIA GROUP INC. (the "Company"). In accordance with and pursuant to
the Note, the undersigned hereby elects to convert the Conversion Amount (as
defined in the Note) of the Note indicated below into shares of Common Stock par
value $0.001 per share (the "Common Stock") of the Company, as of the date
specified below.

       

      
                Date
of Conversion: 8/6/08

      

       

              Aggregate
Conversion Amount to be converted: $100,863.01

       

      Please
confirm the following information:

       

              Conversion
Price: .0311

       

              Number
of shares of Common Stock to be issued: 3,241,099

       

      Please
issue the Common Stock into which the Note is being converted in the following
name and to the following address:

       

              Issue
to: Jaworek Capital
LLC.

                     75 Maiden Lane,
Suite 904

                     New York, NY,
10038

       

              Facsimile
Number: 212-952-1101

       

              Authorization:
/s/ Michal
Jaworek

       

                  By:
Michal
Jaworek

      
         

      

          Title:
President

       

      
        Dated: 8/6/08

      

       

      Account Number:                                                   


      (if
electronic book entry transfer)

       

      Transaction Code Number:                                  


      (if
electronic book entry transfer)

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	DATE 	CLOSING
      PRICE	 	 
	
                 Wednesday,
      July 23, 2008

              	
                 $0.0450

              	 	 
	
                 Thursday, July
      24, 2008

              	
                  $0.0350

              	 	 
	
                 Friday, July
      25, 2008

              	
                 $0.0400

              	 	 
	
                 Monday, July
      28, 2008

              	
                 $0.0350

              	 	 
	
                 Tuesday, July
      29, 2008

              	
                 $0.0400

              	 	 
	
                 Wednesday,
      July 30, 2008

              	
                 $0.0250

              	 	 
	
                 Thursday, July
      31, 2008

              	
                 $0.0400

              	 	 
	
                 Friday, August
      01, 2008

              	
                 $0.0590

              	 	 
	
                 Monday, August
      04, 2008

              	
                 $0.0350

              	 	 
	
                 Tuesday,
      August 05, 2008

              	
                 $0.0350

              	 	 
	10 Day
    Average	
                 $0.0389

              	 	 
	 	 	 	 
	Principal
      Amount	
                 $100,000.00

              	 	 
	Earned
      Interest	
                 $863.01

              	   0.000247 Daily
      Rate	 35 Days
      Interest
	Conversion
      Amount	
                 $100,863.01

              	 	 
	Conversion Price	
                 $0.0311

              	 	 
	Shares Issued
      in Conversion	
                 3,241,099

              	 	 
	 	 	 	 
	Conversion
      Date	
                 Wednesday,
      August 06, 2008